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HOA Homefront: Is a consent calendar OK or does it help boards hide their business?

September 6, 2024

Q: In an attempt to make meetings brief, the board has taken to voting the “consent calendar” as one agenda item, without any prior members’ knowledge, discussion or even speaking the items on it.

This month these include: approving minutes; acknowledging the directors reviewed the financials; treasurer’s report; manager’s report; and architectural/landscaping report. These matters are then adopted by the board at the meeting without discussion or disclosure of the contents.

The reports are then attached as separate PDFs to the meeting minutes. Shouldn’t these reports be seen by the members before the board votes on them? How can this square with the open meeting rules or intent? — R.S., Solana Beach.

A: If used properly, the consent calendar is a helpful tool to make board meetings more efficient without being less transparent.

Civil Code Section 4020(d) requires an agenda be posted along with the notice of meeting, and Civil Code Section 4930(a) prohibits, with narrow exceptions, boards from discussing matters outside the agenda. So, even with consent calendar, the items to be decided must be disclosed in advance. The items you listed appear to be more pro forma votes acknowledging receipt and approving those items.

Consent calendars group together routine or other noncontroversial items which do not require specific discussion. If used properly, it’s a rare HOA that would not benefit from their use. It’s not only that multiple motions are rolled into one, but also it helps because some directors feel that they must comment about every item, even if non-controversial. Consent calendars help avoid unnecessary comments regarding matters that don’t need commentary.

When setting the agenda, items which are not expected to require discussion (such as receipt of reports, payment of routine bills, and other such items) can be placed together in a group called the “consent calendar.”

At the beginning of the meeting, after quorum is confirmed and the meeting called to order, the chair of the meeting then asks for approval of the agenda. That is the moment that any director (not people in the audience) can request an item be removed from the consent calendar and placed in the discussion portion of the agenda. The requesting director need not state a reason but simply just make the request. Then, the item taken out of the consent calendar will be deliberated in the rest of the meeting with other business items.

Once the agenda is set, the chair simply calls for a vote on the consent calendar group of items. There is no debate and no questions – items requiring questions or discussion by any director should already have been removed from the consent calendar. A quick vote follows, and the board has thus handled multiple items at once. This not only eliminates undue consumption of time but also preserves value time and energy of the board for the matters which merit questions and discussion.

The content of the consent calendar items will already have been disclosed in the agenda, and the decision will be recorded in the minutes. The only thing missing is the discussion.

Boards and their managers should use consent calendars in order to allow more focus upon the subjects which merit discussion.

Kelly G. Richardson CCAL is a Fellow of the College of Community Association Lawyers and Partner of Richardson Ober LLP, a California law firm known for community association advice. Send column questions to [email protected].

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Orange County Register